Reduction of share capital

From 1 October 2008 section 642 of the Companies Act 2006 provides a new procedure for a private company to reduce its issued share capital by special resolution if the directors are able to confirm that the company will remain solvent – ie able to pay its debts - for a year after the reduction.

Under this new procedure there is no need to obtain a Court Order confirming the reduction and creditors have no right of objection.

However, it is not possible to reduce the capital so as to leave the company with no share capital or with only redeemable shares in issue. The existing reduction of capital procedure under section 135 of the Companies Act 1985 (requiring the reduction to be confirmed by Court Order) can still be followed if the company so chooses.

Our service includes:
  • Obtaining the current memorandum and articles and company information from the public file
  • Providing all necessary minutes, resolutions and statements
  • Checking and filing all necessary documents with Companies House
  • Providing detailed guidance notes on procedures and consequential matters
  • Providing 6 bound copies of the memorandum of association with the amended share capital details

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Roddy Sandeman
0131 200 7141



Simon Paul
0131 200 7171



 
 
 
 

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Oswalds is the trading name of Jordans (Scotland) Limited, Edinburgh T 0131 557 6966 email oswaldsinfo@oswalds.co.uk